->'''Megatron:''' Who would you be without me, Prime?\\'''Optimus:''' Time to find out...

The third film in the ''Franchise/TransformersFilmSeries'', released on June 29th, 2011.

In the waning days of the Cybertronian civil war, an advanced Autobot ship called The Ark is presumed destroyed and lost to the void of space. As it so happens, it crashed on Earth's moon in the early 1960's, detected by the human governments and becoming the [[RealityRetcon actual impetus for the Space Race and the Apollo 11 moon landing]]. This secret was kept hidden from the Autobots despite their close relations, and the discovery of pilfered tech from the Ark at {{UsefulNotes/Chernobyl}} leads to strained Human/Autobot relations.

The truth is the Ark was carrying advanced technology created and safeguarded by Optimus Prime's mentor and predecessor, Sentinel Prime, which had the capacity to help rebuild Cybertron. However, the Decepticons are already involved in dangerous ways, and that same technology could be used to launch a full scale invasion of Earth and bring them under their control.

The final trailer is [[http://www.youtube.com/watch?v=ppCEVPlC5R4 here]].

The film marks Creator/LeonardNimoy's long-awaited return to the franchise [[note]]He openly asked to participate in the previous film, but Bay couldn't work up the courage to ask him in[[/note]] after twenty-five years - and sadly his final appearance in the franchise before his death in 2015.

----!!This film provides examples of:

* {{Acrofatic}}: Leadfoot may have a beer gut, but he still packs quite a punch.* AdaptationalVillainy: [[spoiler:Sentinel Prime]]* ADeathInTheLimelight: [[spoiler: Ironhide gets an entire fight scene where he is constantly named by Sideswipe, just before he's killed off as the SacrificialLion of the film.]]* AdultFear: [[spoiler: In order to attack one of Soundwave's workers,]] Laserbeak gains entrance to her house by masquerading as a toy-like Autobot (specifically, a pink, scaled-down version of Bumblebee) and befriending the worker's daughter. This mimics the fear of a robber/killer entering by masquerading as a family friend or person of authority.* AdvertisedExtra: Shockwave was promoted as the new BigBad or at least an important enemy for the movie. He appeared as a one line character with very little screentime.* AerialCanyonChase: The wing suit flyers managed to outmaneuver the Decepticon patrol ships by flying through damaged buildings. Of course due to their size they would be more than capable of fitting into places those ships would not.* AGodAmI: [[spoiler:Sentinel Prime shows this attitude after his FaceHeelTurn, bemoaning that they used to be gods on their planet, but the humans view Cybertronians as mere machines. As soon as it looks like his plan is succeeding, he declares Earth to be ''their'' planet and that they were gods now]].* AintTooProudToBeg: Wheeljack/Que, when the Autobots are captured. [[spoiler:It doesn't save him from being executed by Barricade.]]* AnArmAndALeg: [[spoiler:Sentinel cuts off Optimus's arm.]]* AlienInvasion: A common theme throughout the films, but ''DOTM'' cranks it up to to its logical extreme: massive destruction, innocents being slaughtered by Decepticons, and the US declaring a state of national emergency in the wake of the Decepticons' all-out attack on the planet.* ArmorPiercingQuestion: [[spoiler:Carly uses her diplomatic skills to convince a disheartened Megatron to help defeat Sentinel Prime by pointing out he's about to become "Sentinel's bitch". He comes within a few inches of ''killing her'' before realizing she has a point.]]* ArtEvolution: Some of the Autobot designs are slightly altered since the last two films. Notably:** Optimus has a wider chest and "abs." His overall design is more powerful looking.** Bumblebee, continuing from the second film, has a more armored robot mode.** Ratchet's armor has a darker color scheme. Likewise his vehicle mode has similarly been recolored.** The Twins had their scenes cut, but had they remained they would have both been recolored black, with the exception of their heads and hands which would have remained green and orange. Likewise Skids' vehicle mode would have been repainted black with green highlights, while Mudflap would have had his vehicle mode changed into the same make as Skids, black with orange highlights.** Sideswipe's vehicle mode is now a convertible where he had a hard top in the second film.** Soundwave's head is less insectoid, with a more beast-like mouth.* ArtisticLicense / RealityIsUnrealistic: For whatever reason, when the Autobots land at Tranquility Base, there is a complete Lunar Module shown at the location the Eagle was previously depicted at. The upper stage would have to be missing unless a crew didn't come back or came back in another lander.* ArtisticLicensePhysics: In a scene where the human protagonists are exploring a building which has had its middle floors blown out, the top half of the building somehow survives tilting drastically to the left without disintegrating.** When Cybertron is brought to earth, it's less than one earth-diameter away. At that distance, its gravitational field should have torn Earth apart.* AscendedExtra: Soundwave gets a meatier role here than in ''Revenge of the Fallen'', and is revealed to have played a critical part in the series' backstory. Meanwhile, Ironhide, Sideswipe, and Ratchet get a bit more focus in this film as well.* AsHimself: [[spoiler:Buzz Aldrin and Bill O'Reilly]].* AsLongAsItSoundsForeign:** The Ukrainian director of the Chernobyl power plant is named Aleksei Voskhod. Voskhod is not a valid surname, but a noun that means "rise" or "ascension".** When Simmons and Sam go to a bar to interview some former Russian cosmonauts, Simmons says "dosvidaniya", only to learn that it means goodbye.** Dutch speaks German with a very nasal French accent.* AuthorAppeal: Granted the series is about robot cars, but Dylan's exotic car collection clearly reflects Creator/MichaelBay's own car enthusiasm.* BadassNormal: Evident through all the movies as human soldiers can actually hold their own against the Decepticons, but this film takes it to the logical end-point. The Autobots are still the best option against the 'Cons, but the soldiers were shown training on how to fight them properly early on in this film. Thus you see them sniping out their eyes to blind them, planting grenades on their feet to disable mobility and then just peppering them with support fire to keep them disoriented. It was suprisingly effective. For better or worse, the human soldiers actually have slightly more screentime fighting Decepticons than the Autobots do.* BadassGrandpa: Sentinel Prime. Even after being in a coma for over one thousand years, [[spoiler:he's still perfectly capable of taking on the whole Autobot team, without breaking a sweat.]]* BatmanGambit:** The Decepticons: [[spoiler:Once the Autobots discovered the existence of the ''Ark'', they would travel there and find Sentinel. Since only Sentinel can control the Space Bridge, the Decepticons would need Optimus to use the Matrix on Sentinel, in order to bring him back to life. Once back, Sentinel would only have to wait until the right moment to betray his friends, and take the pillars back for the Decepticons.]]** The Dreads' attack also serves a similar purpose: [[spoiler:With NEST alerted to the Decepticons' presence in the city, Lennox would have to mobilize his team to search for any incoming 'Cons. This would leave NEST's base mostly undefended, allowing Sentinel to easily take the Space Bridge back.]]* BattleButler: [[spoiler:Dutch]]* BeethovenWasAnAlienSpy: Played with. Buzz Aldrin and Neil Armstrong were astronauts, and they did explore the moon's surface. The part no one knows is that they were also simultaneously on a mission to explore the ruins of the Ark.* BewareTheSillyOnes:** [[http://tfwiki.net/wiki/Wrecker The Wreckers]] are three foul-mouthed and irascible 'bots whose robot modes look like stereotypical UsefulNotes/{{NASCAR}} fans and are described point-blank by Mearing as "assholes". Yet they're incredibly vicious in battle, tearing a Deception mook limb from limb at one point and sporting ''lots'' of weapons on their vehicle modes.** Dutch is the FunnyForeigner [[spoiler:who's a CrazyAwesome SealedBadassInACan.]]* BigBadDuumvirate: [[spoiler: Sentinel Prime]] and Megatron, until [[spoiler: Carly convinces Megatron that he's going to be "Sentinel's bitch". When Megatron hears this, it does not bode well for Sentinel.]]* BigBadWannabe: [[spoiler: After Carly's conversation, Megatron starts mercilessly ripping Sentinel apart and tries to assert that HE is in control... and inadvertently allows Optimus to [[{{NiceJobFixingItVillain}} kill them both...]] Well, it wasn't permanent for [[{{BackFromTheDead}} Megatron]], anyways.]]* BigDamnHeroes: The film's actually been criticised for doing it a little too much. Pretty much every time any Autobot gets into battle, its by entering the fray to rescue someone else, usually followed by ''them'' being saved by someone else doing it.** A notable example is the film's final battle, where [[spoiler:Megatron]] fires at [[spoiler:Sentinel Prime]] [[EnemyMine to stop him from killing]] [[spoiler:Optimus]]. Unfortunately for him, [[spoiler:Optimus]] kills him two minutes later. Poor [[spoiler:Megs]].* TheBigDamnKiss: [[spoiler:Sam and Carly.]]* BloodKnight: Sideswipe, though not played with much. He certainly seems to be having fun when tag-teaming with Ironhide. Similarly, Mirage/Dino ''really'' enjoys fighting, making him a more visible example. He's never seen in battle without a happy grin.* BodyHorror: Megatron's gaping head wound; there are even tiny robots (either Cybertronian maggots or medical 'cons) crawling around in it.* BoomHeadshot: [[spoiler:How Optimus kills Sentinel.]]* BoisterousBruiser: All of the Wreckers.* BrokenPedestal: Before his FaceHeelTurn, [[spoiler:Sentinel Prime was Optimus' mentor. Optimus credits his ''CatchPhrase'' "Freedom is the right of all sentient beings" to the guy.]]* CallBack:** Soundwave mimicking Jazz's breakdancing move from the first movie when he reveals himself.** Similarly, Simmons reverting to pronouncing Sam's name as "Witwickedy" at the start of the Chicago invasion, despite having gotten it right before now.** The private jet seen in the NEST hanger as the deportation of the Autobots is announced has an almost identical registration to Blackout's Pave Low form in the first film. Blackout's reg is 4500X, while the jet's is the same with one extra letter. Coincidence?** A rather jarring one: In the first movie, Ironhide complains about getting rusty after Sam's chihuahua uses him for a fire hydrant. [[spoiler: He becomes the first (and in the theatrical cut, only) victim of Sentinel Prime's Rust-Oxidation Blaster]].* CelebrityParadox: Clever foreshadowing though it may be, [[spoiler:you would think Wheelie, Brains, and/or Bumblebee would have noticed that Sentinel Prime sounds exactly like Spock, for some reason.]]** [[spoiler: Possible FridgeBrilliance here- in some adaptations, it is stated Sentinel only learned English when Optimus passed it to him through the Matrix. Perhaps Optimus saw Star Trek and thought his mentor should sound like Spock?]]* ChekhovsSkill: NEST soldiers are shown training with Bumblebee on the best course of action a human can do when combating a robot. This comes into play in the climax.* ChildrenAreInnocent: A young girl unsuspectingly lets a disguised Laserbeak into her house. [[spoiler: Laserbeak then murders her and her parents.]]* ChuckCunninghamSyndrome:** Sort of. The [=AllSpark=] isn't mentioned AT ALL, and the Matrix seems to have taken its place. Possibly {{justified| trope}}; other material explains that the Matrix is sort of a replacement for the [=AllSpark=], if probably not as powerful.** Jolt, Arcee (any of them) and the Twins are simply not in the movie. Jolt at least got a comic issue that explains his absence... [[spoiler:killed by Shockwave before the movie began]].** Arcee and her sisters were in that same comic and [[spoiler: also destroyed]].* CloserThanTheyAppear: When being pursued along the highway by the Decepticon Dreads.* ContinuityNod: A job interviewer asks Sam: "Why was the FBI after you again?" Sam has to explain how it was during "[[Film/TransformersRevengeOfTheFallen That whole alien craziness]]." He also comments that his record's been expunged, as part of the President's way of thanking him for all he's done with the Autobots.* ContrivedCoincidence: Subverted. [[spoiler:The company Sam gets his job at just happens to have a number of people either connected to the Moon Landing or with the Decepticons. [[{{Foreshadowing}} This connection happens to include Dylan Gould, Carly's boss & the guy who got him the job]], before it's revealed that it's ''not'' a ContrivedCoincidence--he got Sam the job so that he could spy on someone close to the Autobots.]]* ConvenientlyEmptyBuilding: [[spoiler: Subversion with the glass building that the Driller destroys to get to Sam, Carly, and Epps' team. You frequently see people inside before it breaks through.]]* CrouchingMoronHiddenBadass: All you really know about The Wreckers is that they are mechanics and are not allowed to travel because "They're assholes." Considering what happens when they later get some combat action, it's likely they aren't allowed to travel because they also don't have any sense of subtlety. They are the bruisers of the Autobots and are sent on those missions that no one else wants to take.* CurseCutShort:** Of the HardCut variety. Wheelie and Brains [[spoiler:find themselves trapped aboard a Decepticon cruiser.]]--->'''Wheelie:''' This is one big clusterf--** When Sam's parents find out about Carly (temporarily, it ends up) dumping him, Judy calls a "family meeting". As she continues with increasingly outlandish reprisals and "advice" at same ("It's called 'She Comes First'. There's some killer shit in this book", etc), Sam at one point yells "What the f-- MOM!!!!"* CyberCyclops: Shockwave. He's got one eye. It glows. It's red. And he's giant mecha to boot. Nails this trope in every way imaginable.* DarkerAndEdgier: In the first few films, while there were obvious casualties, they were barely shown. In this film, you not only get to see Laserbeak murder people ([[spoiler:as well as a ''family'']]), you also get to see [[spoiler:Chicago destroyed and people practically ''vaporized'']]. The FamilyUnfriendlyDeath quotient even seems a bit darker.* DarkestHour:** [[spoiler:The Autobots are seemingly dead, Chicago (and, presumably, other major world cities) are taken over by Decepticons, and surviving civilians are being organized into a labor force to rebuild Cybertron. Sam even drives through the devastated Chicago, seeing civilians running in fear, or dropping to the ground without hope, while Decepticon ships float ominously over the city.]]** There is then another one. [[spoiler:The pillars have been activated, Optimus is immobile and the Wreckers are trying to free him, the NEST soldiers are pinned on the wrong side of the river, and the remaining Autobots have been taken prisoner. The Decepticons then decide to kill the Autobots, staring with Que. They then decide to kill Bumblebee, fortunately things turn around.]]* DealWithTheDevil: [[spoiler:Sentinel Prime]] {{Lampshade| Hanging}}s this when he said that [[WellIntentionedExtremist for the sake of Cybertron's survival]], [[FaceHeelTurn he had to make a deal with Megatron]].* DemotedToExtra: After having prominent roles in the previous two films, Sam's parents only get three scenes in this film, one of which is a flashback to shortly after the second film's events.* DespairEventHorizon: [[spoiler:Upon seeing what has become of Chicago, the ex-NEST soldiers refuse to go in, and Epps declares that the fight is over. They've ''lost''. It goes even further when a Decepticon fighter swoops down for some "fun" (re: killing defenseless humans). And then Optimus Prime shows up, shoots down the fighter, and more or less pulls everyone out of the DEH]].* DidYouJustPunchOutCthulhu: [[spoiler: Sam ''kills'' Starscream.]]* DontYouDarePityMe: Megatron responds this way to Starscream regarding his damaged state. Then again, it ''was'' [[TheStarscream Starscream.]]-->'''Megatron:''' Spare me, you fatuous sycophant!* DoubleTap: How Optimus finishes [[spoiler:Sentinel.]]* DramaticSitDown: Many bystanders are shown to be standing in shock or sitting dejectedly after [[spoiler: Chicago's invasion by the Decepticons]] and even Epps and NEST soldiers [[spoiler: gave up and declared the fight over. Sam has a HeroicBSOD as well. They fortunately snap out of it when Optimus and the rest of the Autobots [[BigDamnHeroes came back]].]]* DudeWheresMyRespect: Sam spends much of the first part of the movie complaining about how he has been shut out of the war despite having saved the world twice.* EarnYourHappyEnding: Which [[Film/TransformersAgeOfExtinction the sequel]] completely [[HappyEndingOverride negated]].* EarthShatteringKaboom: At the end of the film, [[spoiler: Cybertron collapses in on itself when the Autobots destroy Sentinel's Space Bridge.]]* ElitesAreMoreGlamorous: The Special-Ops NEST has returned, Navy [=SEALs=] show up in Chicago, and Carly's brother is shown to have been a member of the British SAS. Another military group, possibly the National Guard, join the group as well.* EliteMooks: The three nasty Decepticon warriors that engage in the highway battle, called the Dreads in other material.* EnemyMine: [[spoiler:Megatron saves Optimus from being killed by Sentinel Prime during the final battle (whether or not this was truly intentional is unknown). Optimus then kills both of them very quickly. [[SparedByTheAdaptation However, the novelization has both work together to kill Sentinel before Megatron announces his intention to sue for peace.]]]]* EtTuBrute:** This happens to the Autobots when [[spoiler:Sentinel Prime kills Ironhide.]]** [[spoiler: Sentinel]] himself runs afoul of it later, courtesy of [[spoiler: Megatron]].* EvenEvilHasStandards:** [[spoiler:Sentinel turns on Megatron upon realizing the latter's true intentions... right before executing his own plan the way he intended to.]]** [[spoiler:Dylan tells Soundwave to refrain from using his tentacles on Carly.]]* EvilCannotComprehendGood:** [[spoiler: During Optimus's final fight with Sentinel:]]---> [[spoiler:'''Sentinel:''' Optimus, you forget your place. I bring you Cybertron, your home! And still you choose humanity!]]\\[[spoiler:'''Optimus:''' ''[draws out Energon Axe]'' You were the one who taught me that freedom was everyone's right.]]** One way to interpret [[spoiler: Megatron's and Optimus' final confrontation. Megatron didn't think Optimus would kill him, as Optimus needs his archenemy to fight against.]]--->[[spoiler:'''Megatron:''' Who would you be without me, Prime?]]\\[[spoiler:'''Optimus:''' [[PreMortemOneLiner Time to find out...]]]]* EvilCounterpart: [[spoiler:In a way, Dylan is this to Sam. Both of them were dragged into the Cybertronian war because of something a relative of theirs did (Sam's Great Great Grandfather found Megatron, while Dylan's father took Soundwave and Laserbeak in as "clients"), and both having a Cybertronian as their partner (Bumblebee for Sam, and, in Dylan's case, Soundwave).]]* {{Expy}}: Dylan is essentially a younger version of ''Generations One's'' [[spoiler:Shawn Berger, along with elements from his episode, such as the Autobots apparently leaving earth on a rocket]].* EyeScream: Starscream got his optics impaled by Sam, ''twice''. Snipers lead off the humans' counterattack by shooting out the Decepticon Mooks' optics also.* FaceHeelTurn: [[spoiler:Sentinel Prime.]]* FakingTheDead: [[spoiler:The Autobots do this when they realize Sentinel Prime's demand for them to leave Earth is a trap. They send the ship up with no one on it, storing away in one of its booster rockets that separated. Starscream destroys the ship and everyone believes them dead, allowing them to take the Decepticons by surprise.]]* FallenHero: [[spoiler:Sentinel Prime.]]* FamilyUnfriendlyDeath:** Highlights include [[spoiler:Ironhide]] getting shot in the back with a Cosmic Rust gun and crumbling into dust as he writhes in agony, Laserbeak murdering humans left and right, [[spoiler:Megatron]]'s head getting split with an axe before being yanked free of his body with his spine still attached, and ''finally'', [[spoiler:Sentinel Prime]] being shot in the face while he's down, gangland execution-style.** [[spoiler: Que/Wheeljack]]'s death, execution-style. Complete with rolling severed head. And before he was executed, he begged for his life.** There is also [[spoiler: Starscream]] being blinded when both of his eyes are ripped out and then his head is blown up by a grenade dropped into one of his now empty eye sockets, [[spoiler: Soundwave]] having Bumblebee's arm cannon shot up through his chin and out the top of his head, and [[spoiler: Shockwave]] becoming the newest member of the Decepticons whose faces have been ripped off by Optimus Prime club.** Then of course, there's the Wreckers ''tearing a helpless Decepticon limb from limb.''** [[spoiler:Decepticons KILLING HUMANS. You see corpses of people who were probably commuting on their way to work in train carriages. Humans being skeletonized by Decepticons.]] * FanserviceExtra:** A Latino lady at Sam's office, who's wearing something revealing just because.** Like in the last movie, every female character except Sam's mother and Mearing is gorgeous and wearing skirts and dresses two sizes too small for them.* FantasticRacism: The movie plays the FantasticRacism up more than the previous films, with the Decepticons [[spoiler: planning on enslaving the human race to rebuild Cybertron.]]* FelonyMisdemeanor: At Sam's job, it is a VERY bad idea to bring anything red into the Yellow Floor, as one unfortunate employee found out.-->'''Bruce:''' [It's] total anarchy in here!* FoeTossingCharge: Optimus cuts down about a dozen Decepticons before going up against Shockwave in Chicago.* {{Foreshadowing}}: Lots of it to [[spoiler:Sentinel Prime being a villain]], some quite subtle:** In the first scene at Sam & Carly's apartment, Wheelie watches an episode of [[spoiler:''Series/StarTrekTheOriginalSeries'']] and states "I've seen this one. This is the one where [[spoiler: [[ActorAllusion Spock goes nuts]]." Sentinel Prime (voiced by Creator/LeonardNimoy) has his FaceHeelTurn]] over an hour later.** [[spoiler:Sentinel accidentally attacks Optimus in a fit of hysteria immediately after he's jarred out of the coma he had likely been in for thousands of years. Then he starts attacking Autobots ''intentionally.'']]** [[spoiler:Mearing turns out to be right about Sentinel's pillars being used to bring through an invasion army.]]** [[spoiler: Sentinel's vehicle mode is a fire truck. In the first film all Decepticons were public service vehicles (with the exception of Megatron)--military, construction, police, etc. The Autobots were regular private civilian cars (except for Ratchet, who was an ambulance).]]** Carly's car having a "deep, throaty engine," [[spoiler:being Soundwave and voiced by Creator/FrankWelker]].** When we first see Soundwave, it's apparent that he has reformatted to a more terrestrial form. [[spoiler: Specifically, Carly's new car.]]** Early in the film, Voshkod, when the NEST team is inquiring why he isn't wearing a radiation suit (They're at Chernobyl), comments that it wouldn't matter either way before quickly keeping quiet. [[spoiler:Voshkod later rushes to the car and is then killed by Laserbeak, the reason why he silenced himself earlier.]]* FreudianTrio: The Cybertronian faction leaders.** TheMcCoy: Megatron. The bitter resentment he feels over being reduced to [[spoiler: "Sentinel]]'s bitch," as Carly said, makes him that much easier to convince into [[spoiler: betraying Sentinel during his battle with Optimus rather than guard the Control Pillar. [[NiceJobFixingItVillain This gets him and Sentinel killed and Cyberton destroyed.]] ]]** TheKirk: Optimus. Exists midway between [[ProudWarriorRaceGuy the ideologies of]] [[TheNeedsOfTheMany the other two]].** TheSpock: [[Creator/LeonardNimoy Fittingly enough]], Sentinel. Willing to to do whatever it takes [[spoiler: [[WellIntentionedExtremist Including siding with the Decepticons]] ]] to rebuild Cybertron. As he puts it:---> '''Sentinel:''' [[TheNeedsOfTheMany The needs of the many outweigh the needs of the few.]]* FunnyBackgroundEvent: Roadbuster loudly ranting and cursing out the NASA workers as the other Autobots [[spoiler:prepare to leave Earth aboard the ''Xantium''.]]* GirlfriendInCanada: Dutch claims to have one named... India.* GoingDownWithTheShip: [[spoiler: Wheelie and Brains.]]* GrandFinale: [[spoiler: By the end of it all, the Decepticons and Sentinel Prime are dead, and Cybertron implied to be destroyed]].* GunshipRescue: Single pilot attack vehicles feature prominently in the climatic battle, some of which are stolen by the good guys. Optimus Prime makes use of a Jetpack with BFG weapons to be his own gunship coming to the rescue several times.* HeelFaceTurn: [[spoiler:Megatron at the end of the novelization, when he helps Optimus defeat Sentinel once and for all and then announces his intention to sue for peace.]]* HeroicBSOD:** [[spoiler:Sam has one when the ''Xantium'' is destroyed, presumably killing the Autobots with it. Fortunately, they survived.]]** [[spoiler:Various citizens in Chicago are shown standing speechless, or sitting dejectedly in the aftermath of the Decepticons' takeover of the city.]]* HiddenInPlainSight:** Of course a natural part of Transformers, but with the world aware of their existence the Autobots at least are less careful about showing their true colors, specifically the Wreckers (sporting weaponized NASCAR vehicles as their natural alternate mode). The highway battle has them cutting loose between their "stealth force" weaponized vehicle form and robot modes as necessary. This does come into play with [[spoiler: Soundwave as Carly's car]].** The NEST base in the middle of Washington DC appears to be a Health and Human Services building.* HoistByHisOwnPetard:** See NiceJobBreakingItHero for when this happens to Optimus.** At the end, [[spoiler:Dylan Gould, after reactivating the Control Pillar, was himself killed by Sam Witwicky when the latter causes him to lost his balance.]]** In the novelization, [[spoiler:Sentinel's acid rust gun is used against him by Optimus.]]* HypocriticalHumor: {{Subverted|Trope}} with this exchange. Simmons is now a millionaire with a mansion, having made money writing a tell-all book in the wake of the Autobots' rise as a political hot topic.-->'''Simmons:''' ''[As Carly drives away in her Mercedes]'' How can she afford that car?\\'''Sam:''' Her boss.\\'''Simmons:''' ''[disgusted]'' Rich bastards! I used to hate 'em, but now...* IDidWhatIHadToDo: [[spoiler:An injured Sentinel [[MyGodWhatHaveIDone realizes how low he's fallen]] and apologizes to Optimus, begging him to understand why he's done what he felt he had to do.]]-->[[spoiler:'''Sentinel:''' Optimus, all I ever wanted was the survival of our race. You must see why I had to betray you...\\'''Optimus:''' You didn't betray me. You betrayed '''''yourself.'''''\\'''Sentinel:''' [[BigNo NO]], Optimus!!!\\''[Optimus shoots Sentinel with Megatron's fusion shotgun]'']]* TheIgor: Igor, Megatron's gluttonous servant, who seems to be comprised of the leftover parts of the Constructicon Long Haul.* IJustWantToBeSpecial: Sam, especially during his frustrating job hunt.-->'''Sam:''' The Autobots are off saving the world and I've organized four binders.* IllKillYou: [[spoiler:Sam to Dylan Gould]], when the latter kidnaps [[spoiler:Carly]] to force his cooperation.-->[[spoiler:'''Sam:''']] I'll kill you. You have my word.* InfantImmortality: Averted. Laserbeak kills the daughter of one of Soundwave's human pawns, and we see children running in fear after the Decepticons take Chicago.* InkSuitActor: A twofer: Sentinel's face was modeled after Sean Connery, while his facial expressions are copied from Leonard Nimoy, who provides his voice.* InSeriesNickname: Jerry Wang introduces himself as [[BondJamesBond "Wang, Deep Wang."]]* InTheHood: [[spoiler:Megatron covers his face with a tarp due to the injuries sustained at the end of ROTF carrying over in his reformat.]]* ItsAllMyFault: Optimus blames himself ''entirely'' for [[spoiler: Sentinel's betrayal, the Decepticon invasion (or more specifically, that he was unable to prevent either one) and the destruction that resulted from each]].* ItsRainingMen: How Lennox's NEST forces insert into Chicago. It doesn't go exactly as planned, since they jump from Ospreys as they're damaged and out of control. And after seeing them on TV, Michael Bay wanted to go one better than just parachutes: they fly around the city in wingsuits.* JerkWithAHeartOfGold:** Charlotte Mearing may give the Autobots (and Sam) a hard time, but unlike Galloway she clearly does have some respect for them, apologizes to Sam for dismissing his claims and is ultimately there to assist them during the final battle.** The Wreckers are described as "assholes," and don't get along well with humans. However, they ultimately stay behind to help the Autobots fight off the Decepticons; Leadfoot even tells Sam "We ain't going nowhere."* JumpingOffTheSlipperySlope: [[spoiler:Sentinel Prime did this a long time ago when he decides that ''nothing'' would stop him from ensuring Cybertron's survival.]]* KarmicDeath:** [[spoiler:Dylan reactivates the Control Pillar to bring Cybertron near Earth, under the pretense that the Decepticons would spare him once they win the war. Sam later whacks him with a metal bar, causing him to lose his balance, and eventually collide with the Pillar's energy beam, electrocuting him to death.]]** [[spoiler:Sentinel Prime boasts of his superiority over humanity, and how his status as a Cybertronian ''and'' a Prime practically make him a god. His final moments have him kneeling on the ground, heavily damaged, and begging for Optimus to understand why he sided with Megatron.]]* KnightTemplar: [[spoiler:Sentinel Prime]].* KubrickStare: Dutch a few times.* LampshadeHanging: Done by Epps when, upon seeing the Driller, he asks, "Why do the Decepticons always get the good shit?!" In most incarnations, the Decepticons often have the largest and most brutal weaponry and robots on their side, while the Autobots for the most part just have themselves.* LastSecondChance: [[spoiler:Optimus keeps trying to reawaken some of the old Sentinel Prime in his mentor, but fails, forcing Optimus to execute him. Sam also tries to reason with Dylan during their final fight and convince him to stop helping the Decepticons. Dylan likewise doesn't listen and is ultimately electrocuted for it.]]* LeaningOnTheFourthWall:--> '''Mr. Witwicky:''' "I will follow you till the end of time." It's sappy, right? Like in a bad scifi movie...* LeParkour: If you pay close attention towards the end, Sam seems to have learned how to do standard freerunning vaults, rolls, and slides at some point (considering running his ass off helped him in previous battles).* LetsGetDangerous: From the beginning of the series Sam has spent his time running from the giant robots. There comes a time in the climax where he decides he has had enough and uses some of Wheeljack/Que's weapons to kill [[spoiler: Starscream]].* LivingMacGuffin: Sentinel Prime. [[spoiler: The Decepticons' whole plan was for Optimus to reactivate him, since Sentinel is the only one who can work the teleporter. They aren't going to kidnap him, however; he's actually a traitor.]]* LostTechnology: The Space Bridge Pillars that Sentinel developed. A more recent invention from the original Space Bridge the Primes used, it can open gates between two different locations, and, if hundreds are used right, [[spoiler: can transport an entire world from its original location to another.]]* MacrossMissileMassacre:** An unusually long-ranged version launched by the humans in the climax, using cruise missiles from naval vessels once they were able to acquire targets inside [[spoiler: the ruins of Chicago]].** The missile fired after the ship carrying the "pillars" from Cybertron opens up and releases a dozen or so smaller missiles.* MadeOfIron: The humans in this movie, and Sam especially, take way more punishment than a person should and show no ill effects from any of it. A particularly pronounced moment is when Sam fires a grappling hook type device into [[spoiler:Starscream]] and spends the next 2–3 minutes of the moving being tossed around, smashed into walls and [[spoiler:Starscream]]. Once he is finally released he doesn't seem to have broken anything, and has no problems whatsoever using the arm that should have been ripped off (or at least dislocated). Perhaps the climactic example of Sam [[TookALevelInBadass seriously growing a pair in this film.]]* MexicanStandoff: Explicitly named as such by Sideswipe when two Dreads confront him and Ironhide. They attempt a peaceful cease-fire, which lasts a whole 5 seconds.* MightyRoar: The Decepticons roar victoriously when [[spoiler: the Pillars begin to bring Cybertron near Earth]].* MoreDakka:** The trailers for the third movie reveal that the Autobots get a ''substantial'' weapons upgrade. The gimmick of the third movie toy line, Mech Tech, is devoted to this trope, as the new figures have huge gimmicky weapons and attachment points for weapon accessories of other figures.** During the climax of the film, [[spoiler:humanity's contribution to the fight is concentrated, precision application of More Dakka. It works very well.]]* MsFanservice: Carly. The movie sets out its stall early in this regard--her very first appearance is a tracking shot of her bikini-clad ass.* MyGodWhatHaveIDone:** [[spoiler: [[SubvertedTrope Subverted]]. Dylan sees the destruction the Decepticons unleash on Chicago, and is clearly shocked by it. However, when Carly comments that the Decepticons probably forgot to mention this part of their plan to him, he simply retorts with "What? Do you think I'm in every meeting?" before whispering to himself that he's safe where he is.]]** The look on Optimus's face after [[spoiler: Sentinel reveals himself as a traitor and destroys NEST's base]] has this trope written all over it. Made even worse when Secretary Mearing [[NiceJobBreakingItHero calls him out on it]].* MythologyGag:** The Decepticon patrol fighters have rotating engines and weapons that act like articulated limbs--a subtle nod to some of the toy designs in the '90s (eg. Pretenders), which basically "transformed" from robots to vehicles with limbs.** Carly's name itself is a reference to Spike's girlfriend/wife in G1.** Que's grappling hook nearly kills Sam when he's unable to get it off, and his spike-bomb gives out before Sam could use it on the control pillar--Que is based on Wheeljack, whose inventions were known to fail in [[MadeOfExplodium a more incendiary manner]].** The Decepticons want to use a Space bridge to transport Cybertron to Earth so they can harvest our resources? That's a WholePlotReference to the original ''WesternAnimation/TheTransformers'' cartoon three-episode story, "The Ultimate Doom"!*** The Decepticons have a willing human ally? They manage to get the Autobots booted off the Earth? They arrange for the "accidental" destruction of the Autobot's ship? [=DOTM=], or the G1 cartoon two-parter "Megatron's Master Plan"?** The Driller's structural design is essentially an all-mechanical version of the Transorganic energy-leech from season 3 of ''Generation 1''.** Starscream has his eyes put out by a tiny human and staggers around blind, wrecking things. Ironic, because that's more or less what G1 Starscream (or at least his ghost) did to Metroplex in "Ghost in the Machine".* NeverASelfMadeWoman: Carly's position with Dylan's company. Though she was formerly a part of the British Diplomacy, but that originates from the highly military filled family.* NeverTrustATrailer: [[spoiler:The trailer's have Optimus telling Sam "From here, that fight will be your own," before cutting to the final battle with Epps and co. running from the Driller, implying that the Autobots leave the humans to fend off the Decepticons on their own. In the actual film, Optimus does indeed say this, but it's all part of a ruse to convince the 'Cons that they actually are leaving, in order to spring a surprise attack later on.]]* NiceJobBreakingItHero:** As repeatedly stated in the film itself, Sentinel Prime is the sole person who can actually make any use of the Space Bridge pillars. Also, the only thing that can revive Sentinel is the Matrix of Leadership, which only Optimus can use. [[spoiler:The entire diabolical plot with the pillars never would have come to fruition if Optimus had simply stayed away from the moon and let Sentinel wither away in his Energon coma. Optimus laments that fact. "I told your leaders whom to trust. I was wrong."]]** Optimus and his allies [[spoiler:pretend to]] follow the Decepticons' instructions to leave with the intention of returning afterwards to launch a sneak attack and save the humans. But the Decepticons end up slaughtering tons of humans in order to push humanity into a global DespairEventHorizon. He knew they couldn't be trusted and that they'd backtrack their promise to not harm humanity, but turns out that harming humans was their entire MO. When [[spoiler:Optimus returns, he's clearly ''pissed'']].* NoEndorHolocaust: [[spoiler:A portion of the skeleton left of Cybertron is teleported into Earth's orbit. While it is eventually destroyed, countless humans should have been killed from the tidal waves and earthquakes caused by Cybertron's enormous mass so close to Earth. The Decepticons wanted to use humans as slaves to rebuild Cybertron. Such effects are never seen or mentioned. Though it could be handwaved as a safety measure Sentinel Prime built into the bridge that keeps gravitational forces from pulling the bridged locations apart.]]* NoNameGiven: Igor is never named onscreen.* NoodleIncident: Obviously, ''something'' went down in Quantico.--> '''Mearing:''' If you ever say a word to anyone about what happened that night in Quantico, I'll cut your heart out.\\'''Simmons:''' You already did.* NoOntologicalInertia: When the controller pillar is destroyed, the [[spoiler:half-transported Cybertron collapses on itself.]] When the pillars are stalled/stopped, it is shown that [[spoiler:Cybertron is fine and stable, albeit with a bit of a non-damaging PortalCut. This could be atributed to the fact that the first time it was just turned off, the second time it was actually destroyed.]]* OffModel: A rare Live-Action example.** Bumblebee's stripe pattern is not the same in either form.** During the stand-off scene with Ironhide, Sideswipe and the Dreads, Ironhide's recently detached guns can be seen on his back in one shot. They're absent (as they should be) for the rest of the film afterwards.** The blurry JFK effect.* OffWithHisHead: How Optimus finally takes down [[spoiler: Megatron]]. By hooking his axe into his head, and yanking it off, a good chunk of his spine still attached.* OhCrap: Carly, in front of Sam's boss, the boss of the ''Yellow floor'', bringing Sam a ''Red cup'' filled with ''Red Vines''. And saying ''Red'' is his favorite color. Oh. Crap.* OminousFloatingSpaceship: Decepticon cruisers patrol Chicago after its destroyed, deploying small fighter jets to shoot down any human aircraft that flies nearby.* OminousLatinChanting: [[spoiler: While the Decepticons takeover Chicago.]]* OneHandedShotgunPump: Optimus does this with [[spoiler:Megatron]]'s shotgun before killing [[spoiler:Sentinel]].* PayEvilUntoEvil: The Wreckers killing a Decepticon pilot for vaporizing civilians.* PietaPlagiarism: ''"Sentinel... you're coming home, old friend."''* PowerFist: Optimus has a set of retractable knuckledusters.* PrecisionFStrike: Happens twice. When Sam receives his medal, he whisper-yells "What the fuuuuuck!". When his boss notices Bumblebee in the apartment, he says "Fucking awesome!!"* PrettyInMink: One of the ladies accompanying the ex-cosmonaut wears a white and red fox coat.* ProductPlacement:** Plenty, being both a Michael Bay movie and a Transformers movie; however, one use is also written (semi-gracefully) into the story as a plot point. When Carly's boss gives her a fancy car, Sam starts to angst about his own limited earning power, but the Mercedes itself is a ChekhovsGun: [[spoiler: it's Soundwave, sent to keep tabs on both Sam and Carly, and ultimately blackmail Sam into spying on the Autobots]].** There's also the Wreckers, who, being weaponized UsefulNotes/{{NASCAR}} Sprint Cup Series Chevrolet Imapalas, are basically walking advertisements for Target, Lowe's and AMP Energy. It says something when Leadfoot was only released as a Target exclusive in America.** In a rather unusual case, Mirage was renamed "Dino" (after Dino Ferrari) because in recent years, Ferrari has entered into an exclusive licensing agreement with Mattel, Hasbro's biggest competitor, and Ferrari didn't want a Hasbro-trademarked name on their product. This is also why the [=DOTM=] Mirage toys don't have a Ferrari alt mode.* PromotedFanboy: In an in-universe example, it seemed that Sam's boss Bruce is actually very interested in meeting with the robots, and gets a chance to playfully wrestle with Bumblebee.* ProperlyParanoid: [[spoiler:Jerry Wang is]] perfectly correct to be worried about literally everything being a Decepticon.* PyrrhicVictory: [[spoiler: In the end, Megatron is dead and Earth saved, but the Autobots have lost the All-spark, Matrix of Leadership, have no space ship, no means to replenish their species, Decepticons are now in hiding on Earth leaderless, a city has been pretty much destroyed, and Cybertron has been destroyed dooming the Autobots to extinction.]]* TheQuisling: [[spoiler:Dylan inherited the Decepticons as a "client" from his father.]]* RasputinianDeath: [[spoiler:Shockwave. He takes concentrated fire from [=NEST=] and all the Autobots, badly damaging him and leaving his eye hanging out. He still has the power to fight, even when Optimus then punches half of his side off. It takes Optimus ripping his head apart and tearing out his eye to finally kill him.]]* RealLifeWritesThePlot: In the movie, Mikaela's absence is explained by her dumping Sam for unspecified reasons. In real life, it's because her actress, Megan Fox, was fired during production due to some combination of: Steven Spielberg feeling she didn't have the acting chops for the more emotional role this time round, and; Fox herself having personality clashes with staff and crew. Whatever the case, Carly ''does'' go through a lot more than Mikaela and is much more emotionally driven.* RedHerring: [[ColdSniper Shockwave]] was advertised as the film's BigBad. He was even the FinalBoss for the movie's video game adaptation. In the film itself, he's just an AdvertisedExtra. The actual Big Bad is [[spoiler: [[FallenHero Sentinel]]]].* RememberTheNewGuy: Played with the Wreckers. Supposedly, they've been on Earth since around 2008, but were never mentioned in ''ROTF.'' They've apparently been working in the Kennedy Space Station, monitoring the ''Xantium'', which is disguised as a NASA rocket. Not quite PlayedStraight since we're introduced to them around the same time Sam first hears of them. Their absence from the other films is [[HandWave explained]]--they don't get let out much "because they're assholes."* {{Retcon}}:** Of a sort. When Cybertron was shown in the first film, it was a mountainous world with metal spires and molten lava/Energon flowing across the landscape. In this film, Cybertron is given a more mechanical design, with towers poking between bridges and roads, making it more like its cartoon interpretation. [[spoiler:When Cybertron is brought near Earth, its appearance invokes the original cartoon, sans [[http://tfwiki.net/wiki/Scale#Planets_and_planetbots scale problems]].]]** There's also Megatron's overall plan to win the war: The first two films stated that he arrived on Earth chasing after the [=AllSpark=], which crashed on the planet during the Ice Age. ''DOTM'' retcons it to that he had always ''intended'' to come to Earth, which was where [[spoiler: he would meet up with Sentinel, who had fled Cybertron during the war's final days.]] However, two considerations may make this retcon acceptable: 1) It's possible that he needed the [=AllSpark=] [[spoiler: to wake Sentinel up]] for the plan to work. 2) Turning Earth's machines into an army (as stated in the first film) would have provided the needed manpower [[spoiler: to rebuild Cybertron]].* RetiredBadass:** Dutch, Simmons' assistant. He can hack into any system and disarm a crazy Russian gangster pointing a shotgun at him without looking, but when Simmons orders him to stand down, he almost sobs and says that "I'm sorry, that was the old me!" The implications range from a simple lifestyle change to total SplitPersonality (see ActorAllusion). Basically, Simmons has an insane version of [[Film/TheBourneSeries Jason Bourne]] as his assistant.** Epps tells Sam that he retired from the military in the time between ''ROTF'' and ''DOTM''. [[spoiler:[[LetsGetDangerous He comes out of retirement]] [[ItsPersonal after the Decepticons blow up the Autobot shuttle as it's leaving Earth, presumably killing the Autobots on board]]]].* TheReveal: [[spoiler:Sentinel Prime didn't create the pillars to help the Autobots win the war, but to help the ''Decepticons'' win the war by transporting Cybertron to a resource rich world and strip mine it with slave labor.]]* SacrificialLion: If [[spoiler: Sentinel Prime turning out to be a traitor]] wasn't enough, the added shock of him murdering [[spoiler: Ironhide]] really flips the movie on it's head.* SceneryGorn: Chicago after the Decepticon invasion.* SealedEvilInACan: [[AllThereInTheManual Prequel comics]] reveal Shockwave to be this; he was found by the USSR decades ago and had been sealed under Chernobyl for years. When he gets out, he's ''ticked off''. And there's [[spoiler:Sentinel Prime]], who's [[spoiler:been locked in stasis on board the Ark, which crashed on the moon]].* ShapeshifterWeapon: Both played straight and averted. Bumblebee and Ironhide still have their arm cannons, and Sideswipe still has his arm blades, but almost every other Transformer now uses guns that are separate pieces of equipment. Even Optimus' swords are now part of the arsenal in his trailer instead of being tucked away in his forearms, and Ironhide uses guns aside from his standard cannons.* ShipSinking: Sam and Mikaela have broken off (exact reasons unknown, but Wheelie states that Mikaela was the one that dumped Sam), and Sam is certain that Carly is the right girl for him. [[spoiler:The final scenes of the film heavily hint at the possibility of the two someday getting married.]]* ShooOutTheClowns: Sam tells his parents to get as far away from Washington as they can before [[spoiler:Sentinel Prime]] opens the Space Bridge to allow the Decepticons to teleport to Earth. We don't see them for the remainder of the film, but it can be assumed that they're alive.* ShoutOut:** [[spoiler:[[Creator/LeonardNimoy Sentinel Prime]]]] states [[Film/StarTrekIITheWrathOfKhan that the needs of the many outweigh the needs of the few.]]** Also, counting as {{foreshadowing}} as well, Wheelie watches on episode of ''Series/StarTrekTheOriginalSeries'' in Sam and Carly's apartment and says; "I've seen this one. This is the one where Spock goes nuts." [[spoiler: Hinting at Sentinel Prime's later betrayal]].** Bumblebee, when talking to Sam [[spoiler:just before "leaving" the planet]], uses "I am and always shall be your friend" referencing ''{{Film/Star Trek III|TheSearchForSpock}}''.** Optimus Prime's trailer is a dead ringer for G1!Optimus's trailer, right down to the Autobot symbol on the trim line.** [[Franchise/{{Predator}} One Decepticon has dreadlocks and blasters that unfold from his back. Another one makes distinct clicking noises when creeping through a building to hunt down some humans.]]** Laserbeak's design may have been inspired by ''Film/TheGiantClaw'', explicitly so for the head on the toy.** The Decepticon invasion reminisces that on ''Anime/TransformersCybertron'', only to a more traumatic scale.** The overall plot is very similar to the ''Series/DoctorWho'' episode "The End of Time", with Cybertron in the role of Gallifrey, Dylan Gould in the role of Joshua Naismith, Optimus Prime as the Doctor, Sam Witwicky as Ross Noble, Megatron as the Master and Sentinel Prime as Rassilon.*** The plot where Decepticons use a Space bridge to transport Cybertron to Earth is straight out of the [[WesternAnimation/TheTransformers original cartoon series]] story, "The Ultimate Doom".*** Also, having humanity exile the Autobots from Earth (due to Decepticon schemes) is from the episode "Megatron's Master Plan".** Renaming Wheeljack as 'Que' is most certainly a nod to [[Film/JamesBond a more well-known inventor and quartermaster.]]** Sentinel Prime's face is modeled partly on Creator/SeanConnery, and he gets to declare [[Franchise/{{Highlander}} "there can be only one!"]]** A couple of shots from the highway chase in ''Film/TheIsland'' are recycled, although one gets a robot added in. [[http://www.youtube.com/watch?v=H7kcqB3thJM Comparison here.]]** Dutch's fight in the Russian bar may be a ShoutOut to a fight from ''Film/{{Serenity}}'', complete with someone using code words to "deactivate" him. Also, the words used to deactivate River in ''Serenity'' were in Russian.** There's [[Film/Terminator2JudgmentDay a shot of skulls in a war zone]] during the [[spoiler:Deception takeover of Chicago]].** Quite an amusing one to ''Film/TheHangover'': The conspiracy theorist Wang, played by the Chinese guy from ''The Hangover'', yells at Laserbeak "YOU MESS WITH THE WRONG WANG!"** Megatron's line "This is MY planet!" is very similar to the one his [[Creator/HugoWeaving voice actor]] said in ''Film/TheMatrixRevolutions''.* SlaveRace: [[spoiler: The Decepticons' plans for humanity involve turning the entire human population of Earth into this, in order to have workers to harvest Earth's resources, which can be used to rebuild Cybertron.]]* SparedByTheAdaptation: [[spoiler:Megatron, Wheelie, and Brains]] in the novelization.* StormingTheCastle: The final battle in Chicago becomes this trope, as the Decepticons had converted it into a makeshift fort.* SuddenlyVoiced: ''DOTM'' Laserbeak may well be the first Laserbeak in a voiced media ''Transformers'' work to be able to talk.* SuicidalGotcha: Invoked when Laserbeak hurls Sam out of a building, only for him to land on a hijacked Decepticon fighter. Which raises the question of how Laserbeak missed something that size...* SuperWindowJump: Pulled off when the human heroes have to jump out of a partly destroyed skyscraper ''hundreds of stories up'' to avoid the Driller. They survive by sliding along the building till they're forced to shoot glass in front of them and dropping to a lower floor lest they go off the building and fall to their deaths. Except as the building is slanted they are now falling on the inside of the building, and have to grab onto something to not fall out the other window...* ThereCanBeOnlyOne: [[spoiler:Sentinel Prime]] claims this.-->'''[[spoiler:Sentinel]]:''' ''[fighting Optimus]'' [[AGodAmI We were gods once]], all of us. But here, there can only be one!* TheUnmasquedWorld: Cybertronians are public knowledge to the point that news reporters can casually refer to the factions by name, and the UN is well aware. It's also referenced that there is some resentment of the Autobots being on Earth; Bill O'Reilly alludes to poll results saying that half the world would feel safer if the Autobots left Earth and consider them to be "Alien Mercenaries." NEST has also placed Energon Detectors across the globe, in order to track down Decepticons. Optimus Prime isn't exactly the Grand Marshall of any parades, though.* ThoseTwoGuys: Wheelie and Brains fill this role for the film.* UpToEleven: In describing Shockwave as the new BigBad of DOTM, the production stated that he is even more vicious than Megatron. Considering this Megatron is in all reality one of the most vicious villains in any Transformers continuity, that really means something. [[spoiler:This turns out to be rather not true, with Shockwave being more of a RedHerring villain. He is, of course, in the movie and evil, but accomplishes little of importance and there are at least two Bigger Bads than him.]]* VillainousBreakdown: Starscream. He approaches Sam with all the confidence that an alien HumongousMecha should have when dealing with a human, and taunts Sam while trying to kill him and Carly. [[spoiler:After Sam manages to blind him with both eyes, one with a grappling hook and the other with an Autobot grenade, he completely loses it and begins desperately trying to remove them from his face, all the while flailing and screaming like a mad man.]]* VillainousRescue: Megatron brutally crushing [[spoiler: Sentinel Prime, which got them both taken out]] by Optimus. What hammers this trope home is Optimus [[spoiler:double-tapping Sentinel Prime with Megatron's shotgun.]]* ViolentGlaswegian: The Wreckers.* WasItReallyWorthIt:** [[spoiler:Carly, as part of her BreakingSpeech to Megatron, asks him if it was worth bringing Sentinel back to win the war now that Megatron is little more than Sentinel's [[TheDragon Dragon]]. As she points out, the Decepticons have finally achieved victory... but Sentinel, an ''Autobot'', is the one who's in charge.]]** [[spoiler:In the novelization, Megatron considers the question with regards to the war, and ultimately decides that he's tired of the war, and genuinely offers Optimus a truce.]]* WellIntentionedExtremist: [[spoiler:Sentinel Prime, who is willing to join the Decepticons in order to preserve Cybertron.]]* WeWillUseManualLaborInTheFuture: [[spoiler:Sentinel Prime's plan to restore Cybertron involved enslaving humanity to do it. One has to wonder how PunyHumans would have been able to do even the most basic work conducted by giant, living machines on a world that, based on perspective, is at least a good two to three times the size of Earth. Then again, it does fit with his AGodAmI mentality.]]\\\[[spoiler: That's assuming the whole "we're going to enslave you all" claim wasn't a ruse to keep Dylan Gould and his Mooks on their side as long as necessary, and stop the rest of humanity from getting so desperate that we'd just nuke Chicago outright rather than lose the whole planet.]]* WhamLine:--> [[spoiler:'''Sentinel Prime:''' Indeed I am. What you must realize, my Autobot brothers, is we were never going to ''win'' the war... For the sake of our planet's survival, a deal had to be made... ''[[FaceHeelTurn with Megatron.]]'']]* WhatTheHellHero:** Both Optimus and Mearing have their moments with each other regarding this trope. Optimus has his when he learns that his human allies didn't tell him that Sentinel and the Pillars were on the moon; Mearing gets her moment when blames Optimus for the damage caused after Sentinel's FaceHeelTurn.** Ironhide's initial response to [[spoiler: finding out that Sentinel Prime had defected while being horribly oxidzed by the former]] counts as well.* TheWindyCity: Used as the location for the final battle, and is thoroughly turned into a war zone due to it.* WorthIt: Simmons declares this when he kisses Mearing and she orders him to be arrested for it.* WorldOfCardboardSpeech:-->'''Optimus Prime:''' [[spoiler:We will kill them all. Your leaders will now understand: Decepticons will never leave your planet alone! And we needed them to believe we had gone. For today, in the name of freedom, we take the battle to them!]]* WormSign: The Driller, a MASSIVE Cybertronian SandWorm tamed/piloted by Shockwave. How large is it? Well, for one thing, it can level an ENTIRE CHICAGO STREET!* WouldHitAGirl: Dutch basically slaps the shit out of the female Russian bartender and slams her to the ground when she pulls a gun on him.* YouCantGoHomeAgain: The ending heavily implies that [[spoiler: Cybertron was destroyed when the Space Bridge collapsed, stranding the Autobots on Earth for the foreseeable future.]]* YouHaveOutlivedYourUsefulness: [[spoiler: Soundwave and Laserbeak]] begin murdering their human pawns after they have done their job. It's stated that they've been doing this for the past decades, and that many NASA-related [=DOAs=] and [=MIAs=] are their doing.* YouShallNotPass: Ironhide faces down two Decepticons in a game of chicken at the same time. All three collide at the same time and Transform, with Ironhide no worse for wear while the two 'Cons are thrown to the side.* YouWillBeSpared: [[spoiler: Dylan]]'s whole motivation for working with the Decepticons is so that he will be free when the rest of Earth is enslaved/decimated.* YourHeadASplode: Soundwave's head explodes when he is killed by [[spoiler: Bumblebee]].